COACHING SERVICES AGREEMENT

By paying the Fee for coaching services (“Coaching Services”) from Gehl Search Partners, LLC (“GSP”), you (“Client”) voluntarily and knowingly agree to the terms and conditions stated in this Coaching Services Agreement (“Agreement”). For the purposes of this Agreement, Client and GSP may also be individually referred to as a “Party” and collectively as the “Parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. Services.

1.1 Coaching Services. Client registered to receive the Coaching Services entitled: “Mastering Candidate Assessment for HR Professionals and Hiring Managers” (“Candidate Assessment Training Protocol”). GSP will perform the Coaching Services for the Candidate Assessment Training Protocol only as specifically described [here] and will perform the Coaching Services in a timely and professional manner. The Candidate Assessment Training Protocol is taught in four (4) consecutive sessions (“Session(s)”) to be scheduled by the Parties in good faith. All four (4) Sessions must be scheduled to occur within four (4) months of the Effective Date (defined below).

1.2 No Guarantee of Success. Client hereby acknowledges, agrees and understands that GSP will provide experienced instruction as part of the Coaching Services. However, GSP has not guaranteed, and will not guarantee, that Client will enjoy any specific outcome as a result of the Coaching Services. Many factors, which are necessarily beyond GSP’s control, will determine the quality of outcomes resulting from receipt of the Coaching Services.

2. Compensation.

2.1 Fees. Client shall pay a one-time non-refundable fee (“Fee”) of three thousand one hundred ninety-nine dollars ($3199.00) in exchange for the the Coaching Services. This Agreement shall be effective as of the date Client pays the Fee (“Effective Date”).

3. Relationship of Parties.

3.1 Independent Contractors. The Parties acknowledge and agree that they are dealing with each other as independent contractors. This Agreement, and any terms and conditions contained in this Agreement, are not intended and shall not be construed to: (a) give either party the power to direct and control the day-to-day activities of the other party; (b) create or constitute a partnership, joint venture, franchise, employment or agency relationship between or among the parties; or (c) allow either party to create or assume any obligation on behalf of the other party, not including such obligations related to completing the Services.

3.2 Taxes. GSP shall be solely responsible for all withholding, self- employment, social security, or other federal, state or local taxes attributable to all compensation paid by Client under this Agreement, including but not limited to the Fee. Service Provider shall be solely responsible for all workers’ compensation insurance premiums relating to its employees, if any. Client shall be solely responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local government entity on any amounts payable by Client hereunder.

4. Term and Termination.

4.1 Term. The term of this Agreement commences as of the Effective Date and shall terminate upon the date the Coaching Services have been completed, unless earlier terminated pursuant to the terms herein (the “Term”).

4.2 Termination with Cause. Either party may terminate this Agreement for material breach of this Agreement by the other party on fifteen (15) calendar days’ prior written notice to the breaching party. If within the fifteen (15) calendar day period the breaching party does not cure the material breach, this Agreement will automatically terminate at the end of that period. Notwithstanding the foregoing, if (a) Client fails to attend a Session as promised without complying with Section 4.4 of this Agreement, (b) Client is disruptive and/or does not participate in any Session in good faith, (c) Client’s Fee payment is not paid or honored by the banking or credit institution from which it is drawn, or (e) Client breaches any of their obligations under Sections 5, 6, or 7 of this Agreement, then in any such case, GSP may immediately terminate this Agreement without any further notice, in its sole and absolute discretion.

4.3 Client’s Post-Termination Obligations. Upon termination of this Agreement under this Section 4, Client shall, upon GSP’s written request, promptly return or destroy all GSP IP (as defined in Section 5) and certify in writing to GSP their compliance with the foregoing obligation.

4.4 Rescheduling. Client may reschedule a Session by sending written notice (“Rescheduling Notice”) to GSP by electronic mail addressed to: liz@gehlsearchpartners.com at least twenty-four (24) hours in advance of any such scheduled Session. Any failure by Client to deliver a Rescheduling Notice as provided under this Section 4.4 shall be a material breach of this Agreement as delineated within Section 4.2.

5. Intellectual Property Rights and Trademarks. GSP (and its licensors, as applicable) shall retain full and sole title, copyright, patent, trademark and other proprietary rights in and to all of its (and their) intellectual property, including without limitation

with respect to (i) the Coaching Services and all training materials or protocols related thereto (for the purposes of this section, collectively referred to as the “Training Protocols”), (ii) the underlying documents and materials with respect to the Coaching Services and/or the Training Protocols, including without limitation user manuals, PowerPoint presentations, handouts, and any backup or archival copies of the aforementioned provided to Client by GSP and any modifications or translations thereof, (iii) “Gehl Search Partners, LLC,” “GSP LLC,” “GSP,” “Elizabeth “Liz” Gehl,” and any other trademarks, service marks, know-how and other proprietary property adopted by GSP to identify the Coaching Services, Training Protocols and other GSP products and services (collectively referred to as the “GSP IP”). Client shall not have any rights in or to the GSP IP, and Client shall not use the GSP IP in any way other than as specifically allowed for under this Agreement.

6. Client Obligations; Confidentiality. Client shall be responsible for: (a) actively participating in all Sessions in good faith and (b) providing all cooperation reasonably requested by GSP in the performance of GSP’s Coaching Services hereunder. Client shall, at all times during the term of this Agreement and thereafter, treat as confidential all information provided by or on behalf of GSP to Client, including without limitation the Training Protocols and other GSP IP, and shall only use or disclose such confidential information as is strictly necessary for Client’s performance of its obligations or as otherwise expressly permitted hereunder (and for no other purposes whatsoever).

7. No Recordings. Client shall not record any of the Sessions or other Coaching Services provided by GSP, irrespective of whether such Session or other Coaching Services are provided in-person or through virtual or electronic means (e.g., through Zoom or a similar platform).

8. Limitation of Liability.

IN NO EVENT WILL GSP OR ITS REPRESENTATIVES BE LIABLE FOR LOST REVENUES OR COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF GSP OR ITS AGENTS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF GSP AND ITS REPRESENTATIVES FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AGGREGATE AMOUNTS PAID OR PAYABLE TO GSP PURSUANT TO THE TERMS OF THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, AND OTHER TORTS.

9. General Terms.

9.1 Force Majeure. GSP shall not be liable for any failure to perform its obligations under this Agreement if such failure is due to events beyond its reasonable control, including acts of God, natural disasters, war, strikes, government actions, or other unforeseen circumstances.

9.2 Governing Law, Attorneys’ Fees & Costs. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. The Parties consent to personal and exclusive jurisdiction and venue in the State of California, Sonoma County. If any action at law or inequity is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.4 Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by GSP and Client. Nor shall a one-time waiver of a single provision constitute a permanent waiver of that party’s rights under said provision.

9.5 Successors and Assigns; Assignment. Neither Party may assign its rights, interests or obligations hereunder without the prior written consent of the other party. The Parties agree that this Agreement is solely for the benefit of the Parties hereto.

9.6 Notice. All notices hereunder shall be in writing and be deemed given upon written verification of receipt from express overnight/next day courier (Federal Express Priority Mail or its equivalent). All notices shall be sent: (a) as to GSP – GEHL SEARCH PARTNERS, LLC, 1007 W. COLLEGE AVENUE, #517, SANTA ROSA, CA 95401, (b) as to Client – The address provided by Client at Online Registration.

9.7 Severability. In the event any portion of this Agreement is held to be illegal or otherwise unenforceable, such portion shall be severed or construed as nearly as possible to reflect the original intent of the parties, and the balance of the Agreement shall continue in full force and effect.

9.8 Survival & Privacy Policy. The rights and obligations of this Agreement, which by their nature are intended to survive expiration or termination shall survive. This Agreement incorporates, by this reference, GSP’s Privacy Policy found here: https://gehlsearchpartners.com/privacy-policy/

9.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter of this Agreement and supersedes all previous oral and written agreements, proposals, negotiations, representations,

commitments, and other communications among the parties with respect to its subject matter. This Agreement may only be